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September 26, 2017 | 5 Min Read

We’re Selling Securities in All 50 States Without A Broker-Dealer

All 50 States

We’re Selling Securities in All 50 States Without A Broker-Dealer

What about you?

On September 6, 2017, StartEngine flipped the switch, and we shared our SEC Form 1-A filing with the public. Yes, we are plan to launch our own Reg A Offering, on our very own platform. The primary goal is simple, raise capital so that we can grow and launch 5,000 offerings in 5 years. This is not just Reg As and Reg CFs, but possibly REITs and ICOs. Our goals are lofty, and we have our work cut out for us.

Preparing for our own raise has been a learning experience, and while the primary goal is capital for StartEngine, the raise is also an opportunity for us to experience what companies that conduct Regulation A+ offerings on our platform experience, every step of the way.

                                                        The rules are different state-to-state.

Our goal is to translate everything we have learned through our own go of it into tools for the companies raising capital on our platform.

One predicament of particular interest to companies conducting a Reg A, and to us as well, whether to use a broker dealer or not. Regulation A+ does not require a company to use a broker-dealer to sell securities. Some companies may want a broker-dealer to reach investors. But with the ease of using electronic communications to promote a Regulation A+ offering, broker-dealers may not be needed at all for many companies.

However, running a Reg A without a broker dealer stops you from selling in Arizona, Florida, Nebraska, North Dakota, Texas, Washington, New York and New Jersey. We affectionately call these the “problem states.” In order to sell securities to investors in these states via a Regulation A+ offering without a broker dealer, companies must themselves register as Issuer-Dealers or register Agents of the Issuer, depending on the specific state requirement. What shocks me is that so many companies have opted out of using a broker-dealer and chosen to accept defeat and forgo offering securities in these states — millions and millions of dollars out of reach.

We didn’t limit ourselves to 42 states, so why do others?

Eight states require a broker-dealer, or something similar, to sell securities through Regulation A+                                                                                          crowdfunding.

For one thing, it is time intensive (StartEngine is trying to change that for companies) and there are no guarantees that a company will be approved (StartEngine can’t solve that).

But we accept challenges.

For our own raise, we were certain that we wanted to go to the extra effort to sell securities in all 50 states, and we wanted to do so without a broker-dealer. A broker-dealer can be costly, and we felt we should set a precedent for our companies. The only company I know to have done this so far is Xero Shoes. (Shoutout to these ladies who provided me with a lot of information based on their experience. As one of the few companies to launch nationwide without a broker-dealer, the people at Xero Shoes are pioneers in the space).

We have submitted our dealer applications in Arizona, Florida, North Dakota, Texas, and New Jersey; New York and Washington are next. There is no guarantee that we will be approved, and we cannot sell securities in these states until we are registered as a dealer (or our offering is qualified by the SEC for that matter). However, we plan to do whatever it takes.

So yes, selling securities in all 50 states without a broker-dealer will undoubtedly add to your company’s workload, but it’s not impossible. We’re trying it first hand, and we’ve yet to be turned away.

I want to reiterate our Reg A goals: raise capital, learn, teach. With that in mind, I have created a guide to selling securities in all 50 states, based on our experience. This guide is complete with templates, forms, and step-by-step instructions. We lay it all out, as simply as possible.

If you are a company pondering a Reg A and want access to this guide, I would love to share it with you. Really. Just email me ( and it is all yours.

See you in Jersey.

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Important Message


Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA/SIPC. You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA.

Investment opportunities posted and accessible through the site are of three types:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy or completeness of any information. Neither StartEngine nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.

By accessing this site and any pages on this site, you agree to be bound by our Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors

Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information (800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to

StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risks associated with this offering.

StartEngine Marketplace

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine.

None of the information displayed on or downloadable from (the 'Website') represents a recommendation, offer, or solicitation of an offer to buy or sell any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

All investment opportunities are based on indicated interest from sellers and will need to be confirmed.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

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This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risks associated with this offering.


Kevin O’Leary is a paid spokesperson for StartEngine. Read the 17(b) disclosure here.

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